Aplaya Creations Ltd. (APLAYACREATIONS) - Auditors Report

Company auditors report

To

The Members of

M/s APLAYA CREATIONS LIMITED

1. Report on the Financial Statements

I have audited the accompanying financial statements of aplaya creations limited(formerly known as eins edutech limited) ("the Company") which comprisesthe Balance Sheet as at March 31 2016 the Statement of Profit and Loss for the yearended March 31 2016 and a summary of significant accounting policies and otherexplanatory information.

2. Management's Responsibility for the Financial Statements

Management is responsible for the matters stated in Section 134(5) of the CompaniesAct 2013 (the Act') with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance of theCompany in accordance with the Accounting principles generally accepted in Indiaincluding the Accounting Standards specified under section 133 of the Act read with Rule7 of the Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

3. Auditor's Responsibility

My responsibility is to express an opinion on these financial statements based on myaudit.

I have taken in to account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

I conducted my audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that I comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's directors as well as evaluating the overall presentationof the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the financial statements

4. Opinion

In my opinion and to the best of my information and according to the explanations givento me the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2016 and its profit/ loss

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2016;

b) in the case of the Statement of Profit and Loss of the profit for the year endedMarch 31 2016.

5. Report on Other Legal and Regulatory Requirements

5.1 As required by the Companies (Auditor's Report) Order 2016("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act I give in the Annexure A statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

5.2 As required by section 143(3) of the Act I report that:

a) I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purpose of my audit;

b) In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;

c) The Balance Sheet and Statement of Profit and Loss dealt with by this Report are inagreement with the books of account;

d) In my opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under the Section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of section 164 (2) ofthe Companies Act 2013;

f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B" and

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of my information and according to the explanations given to me:

(i) The company does not have any pending litigations which would impact its financialposition;

(ii) The company did not have any long term contracts including derivative contractsfor which there were any material foreseeable losses;

(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection fund by the company.

For AGARWAL DESAI AND SHAH

CHARTERED ACCOUNTANTS

FRN: 124850W

Date: 30.05.2016

Place: Mumbai

Sd/-

RISHI SEKHRI

PARTER

MEMBERSHIP NO. 126656

Annexure A to the Auditor's Report

(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' section of our report of even date of APLAYA CREATIONS LIMITED for the yearended 31st March 2016)

(i) In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) The company has regular programme of physical verification of its fixed assets bywhich fixed assets are verified in phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regards to the size of the Company and thenature of its assets.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.

(ii) In respect of its Inventory:

a) The physical verification of inventory has been conducted at reasonable intervals bythe management which in our opinion having regard to the nature and location of stockfrequency of verification is reasonable.

b) In our opinion and according to the information and explanations given to us theprocedures of physical verification of inventory followed by the management reasonable andadequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us thecompany has maintained proper records of inventory and no material discrepancies werenoticed on physical verification.

(iii) The Company has not granted any loans secured or unsecured to any companiesfirms Limited Liabilities partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Accordingly provisions of clause3(iii)(a) to (C) of the Order is not applicable to the company in respect of repayment ofthe principal amount and overdue interest.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans Investments made.

(v) The company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank o India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the Companies (Acceptance of Deposit)Rules 2015 with regard to the deposits accepted from the public are not applicable.

(vi) As informed to us the maintenance of Cost Records has not been specified by theCentral Government under sub-section (1) of Section 148 of the Companies Act 2013 inrespect of the activities carried on by the company.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the records of the company amount deducted/accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund income taxsales tax/ value added tax service tax wealth tax duty of customs duty of excisecess and other material statutory dues has been regularly deposited during the year by thecompany with appropriate authorities. As explained to us the company did not have anydues on account of employees' state insurance and duty of excise. According to theinformation and explanations given to us no undisputed amounts payable in respect ofprovident fund income tax sales tax wealth tax service tax. duty of custom valueadded tax cess and other material statutory dues were in arrears as at 31st March 2016for a period of more than six months from the date they became payable.

b) According to the information and explanations given to us there are no material duesof Provident fund sales tax wealth tax income tax service tax duty of customs andcess which have not been deposited with the appropriate authorities on account of anydispute.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to any financial institution or bank.The company has not issued any debentures.

(ix) The company is did not raise money by way of initial public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3(ix) of the Order isnot applicable.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

(xii) In our opinion and according to explanations and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 o the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.

(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.

(xvi) (xvi) The company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934. Accordingly the paragraph 3(xvi) of the order is notapplicable to the company and hence not commented upon.

For AGARWAL DESAI AND SHAH

CHARTERED ACCOUNTANTS

Date: 30.05.2016

FRN: 124850W

Place: Mumbai

Sd/-

RISHI SEKHRI

PARTER

MEMBERSHIP NO. 126656

"Annexure B" to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of aplayacreations limited. ("the Company") as of March 31 2016 in conjunction withmy audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that I comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. My audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorised acquisitionuse or disposition of the company's assets that could have a material effect on thefinancial statements.

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In my opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI).